SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2003
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RURBAN FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
OHIO 0-13507 34-1395608
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
401 Clinton Street, Defiance, Ohio 43512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 783-8950
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
The Registrant hereby amends its Current Report on Form 8-K filed on June 18,
2003 to include the required pro forma financial information under Item 7(b), in
accordance with the provisions of Item 7(a)(4) of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
Pro forma financial information reflecting the effect of the
sale described in Item 2 of this Current Report on From 8-K
is included on pages F-1 through F-4 attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
RURBAN FINANCIAL CORP.
Date: August 22, 2003 By: /s/ Duane L. Sinn
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Duane L. Sinn, Senior Vice President
and Controller
RURBAN FINANCIAL CORP.
Pro Forma Financial Information
(unaudited)
The following unaudited pro forma consolidated statements of income for the
year ended December 31, 2002, and for the quarterly periods ended March 31, 2003
and June 30, 2003, give effect to the sale of certain assets and liabilities by
the Registrant's wholly-owned subsidiary, RFC Banking Company ("RFCBC"), of (i)
its Findlay, McComb and Ottawa, Ohio branches to First Federal Bank of the
Midwest on June 6, 2003 and (ii) its Wood and Sandusky County, Ohio branches
located in Pemberville, Gibsonburg and the Otterbein-Portage Valley Retirement
Village to The Union Bank on March 28, 2003, as if these sales had occurred on
January 1, 2002. The Registrant does not maintain income statement records on
the selected assets and liabilities sold; therefore, the operations of the
complete RFCBC subsidiary have been included in the "RFCBC Operations" column of
the pro forma, notwithstanding the fact that RFCBC retained approximately $30
million in performing and non-performing loans following completion of the
sales. An unaudited pro forma consolidated balance sheet as of June 30, 2003 has
not been presented because the outcome of these sales has been reflected in the
Registrant's June 30, 2003 unaudited consolidated balance sheet filed on Form
10-Q on August 14, 2003.
The following unaudited pro forma consolidated financial statements may not
be indicative of the results of operations that would have actually occurred had
the transactions been consummated on the date indicated. This pro forma
financial information also is not intended to be an indication of the results of
operations that may be attained in the future. These pro form consolidated
financial statements should be read in conjunction with the Registrant's
historical financial information.
F-1
RURBAN FINANCIAL CORP.
Pro Forma Consolidated Income Statement
For the Twelve Months Ended December 31, 2002
(Unaudited)
RFCBC RFC
($ in thousands of dollars) RFC Operations Pro Forma
-------- ---------- ---------
Net interest income $ 23,778 $ (9,467) $ 14,311
Provision for loan losses 27,531 (17,993) 9,538
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES (3,753) 8,526 4,773
Non-interest income 13,779 (1,082) 12,697
Non-interest expense 30,479 (8,258) 22,221
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INCOME BEFORE INCOME TAXES (20,453) 15,702 (4,751)
Income taxes (7,045) 5,358 (1,687)
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NET LOSS $(13,408) $ 10,344 $ (3,064)
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NET LOSS PER COMMON SHARE - DILUTED ($ 2.95) $ 2.28 ($ 0.67)
======== ======== ========
F-2
Pro Forma Consolidated Income Statement
For the Three Months Ended March 31, 2003
(Unaudited)
RFCBC RFC
($ in thousands of dollars) RFC Operations Pro Forma
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Net interest income $ 4,890 $(1,524) $ 3,366
Provision for loan losses 1,194 (206) 988
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 3,696 (1,318) 2,378
Non-interest income 11,995 (8,342) 3,653
Non-interest expense 7,669 (2,279) 5,390
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INCOME BEFORE INCOME TAXES 8,022 (7,381) 641
Income taxes 2,722 (2,507) 215
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NET INCOME $ 5,300 $(4,874) $ 426
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NET INCOME PER COMMON SHARE - DILUTED $ 1.17 ($ 1.07) $ 0.10
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(1) The gain associated with the sale to The Union Bank on March 28, 2003 is
included in non-interest income. Please refer to the Company's Form 10-Q filed
on May 15, 2003 for further details.
F-3
RURBAN FINANCIAL CORP.
Pro Forma Consolidated Income Statement
For the Six Months Ended June 30, 2003
(Unaudited)
RFCBC RFC
($ in thousands of dollars) RFC Operations Pro Forma
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Net interest income $ 8,210 $ (1,982) $ 6,228
Provision for loan losses 1,494 (206) 1,288
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 6,716 (1,776) 4,940
Non-interest income 27,667 (19,387) 8,280
Non-interest expense 16,523 (4,661) 11,862
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INCOME BEFORE INCOME TAXES 17,860 (16,502) 1,358
Income taxes 6,081 (5,619) 462
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NET INCOME $ 11,779 $(10,883) $ 896
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NET INCOME PER COMMON SHARE - DILUTED $ 2.59 ($ 2.39) $ 0.20
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(2) The gain associated with the sales to First Federal Bank of the Midwest is
included in non-interest income. Please refer to the Company's Form 10-Q filed
on August 14, 2003 for further details.
F-4